EXHIBIT 4.1 PROPOSED FORM OF SERVICING CONTRACT
MASTER CENTRAL SERVICING AGREEMENT
between
FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
as Owner/Master Servicer
and
[NAME OF CENTRAL SERVICER],
as Central Servicer
dated as of
June 1, 1996
MASTER CENTRAL SERVICING AGREEMENT
THIS MASTER CENTRAL SERVICING AGREEMENT (this "Agreement")
entered into as of June 1, 1996, between the Federal Agricultural
Mortgage Corporation, a federally chartered instrumentality of
the United States and an institution of the Farm Credit System
("Farmer Mac") and [Name of Central Servicer], a [ ]
(the "Central Servicer").
WITNESSETH
WHEREAS, Farmer Mac is the beneficial owner of certain
agricultural real estate mortgage loans and Master Servicer with
respect to certain other agricultural real estate mortgage loans;
and
WHEREAS, Farmer Mac and the Central Servicer have agreed
that the Central Servicer is to service on behalf of Farmer Mac
certain of such agricultural real estate mortgage loans (the
"Qualified Loans") to be identified on the Schedule of Qualified
Loans (as hereinafter defined) attached to each Central Servicing
Supplement.
NOW, THEREFORE, in consideration of these premises, the
parties agree as follows:
ARTICLE I
DEFINED TERMS
Section 1.01 Defined Terms. All capitalized terms used
but not defined herein have the meanings assigned to them in the
Securities Guide and the following terms shall have the following
meanings:
"Amount Held for Future Distribution": As to any
Remittance Date, the total of all amounts held in the Collection
Account at the close of business on such Remittance Date on
account of (i) Installment Payments due after the preceding Due
Date and (ii) prepayments received after the preceding Due Date.
"Appraisal Standards": The appraisal standards established
by Farmer Mac and set forth in the Securities Guide.
"Appraised Value": The appraised value of a Mortgaged
Property as indicated on the Schedule of Qualified Loans, which
is the appraised value based upon the appraisal conducted in
accordance with the Appraisal Standards less than one year prior
to Farmer Mac's acquisition of the Qualified Loan.
"Borrower": The obligor under a Qualified Loan.
"Business Day": Any other day than (i) a Saturday or a
Sunday, (ii) a day on which banking institutions in the States of
Minnesota, New York or [Central Servicer's jurisdiction] are
required or authorized by law to be closed or (iii) a day on
which Farmer Mac is closed.
"Central Servicer": [ ], and in its permitted
successors and assigns.
"Central Servicer Advance": As to any Remittance Date, the
amounts advanced by the Central Servicer as specified in the
definition of Central Servicer Advance Requirement.
"Central Servicer Advance Requirement": The amount, if
any, required to be advanced by the Central Servicer on any
Remittance Date, such amount being equal to the total of all
Installment Payments (with each interest component thereof being
adjusted to interest at the applicable Net Mortgage Rate) on the
Qualified Loans (including, for this purpose, REO Qualified
Loans) that were due on or prior to the preceding Due Date, and
such Installments Payments were not the subject of any previous
unreimbursed Central Servicer Advance and were known by the
Central Servicer to be past due (irrespective of any moratorium,
waiver or other postponement) as of the close of business on such
related Remittance Date; provided, however, that no such advance
in respect of a particular Qualified Loan shall be required on
any Remittance Date to the extent the Central Servicer determines
that any such advance if made would be a Nonrecoverable Advance.
"Central Servicer's Report": A report (which shall be in
electronic machine readable form) of the Central Servicer to
Farmer Mac and Farmer Mac's designee, if any, conforming to
Section 4.01.
"Central Servicing Supplement": An instrument substantially in
the form of Exhibit B hereto executed by Farmer Mac and the
Central Servicer pursuant to Section 2.01 hereof which
supplements this Master Central Servicing Agreement and
identifies the Qualified Loans the Central Servicing of which is
being delegated to the Central Servicer by Farmer Mac on the
Closing Date identified therein and sets forth the terms of the
servicing of such Qualified Loans.
"Closing Date": As identified in the Central Servicing
Supplement.
"Collection Account": The Eligible Account or Accounts
created and maintained pursuant to Section 3.02. Funds required
to be deposited in the Collection Account shall be held in trust
for Farmer Mac.
"Collection Period": As defined in the Central Servicing
Supplement.
"Cut-Off Date": As defined in the Central Servicing Supplement.
"Due Date": As to any Qualified Loan, any date upon which a
scheduled installment of principal and interest on such Qualified
Loan is due in accordance with the terms of the related Mortgage
Note.
"Eligible Account": An account that is either (i)
maintained with a depository institution the obligations of which
would qualify as Permitted Investments pursuant to clause (iii)
of the definition thereof, (ii) an account or accounts the
deposits in which are fully insured by the Federal Deposit
Insurance Corporation or (iii) an account or accounts in a
depository institution acting in its fiduciary capacity in which
the deposits in such accounts are held in trust and are invested
in an account as described in (i) or (ii) above or in Permitted
Investments. Funds deposited in each Eligible Account shall be
held in trust pending application in accordance with the
provisions of this Agreement.
"Eligible Substitute Mortgaged Property": A Mortgaged
Property that is substituted for an Existing Mortgaged Property
pursuant to Section 3.02(a) which, as evidenced by an Servicing
Officer's certificate delivered to Farmer Mac, shall:
(i) secure the same Qualified Loan that such
Existing Mortgaged Property secures; and
(ii) on the date of substitution, have a current
appraised value at least equal to the Appraised Value of such
Existing Mortgaged Property.
"Environmental Review Report": The report required to be
prepared pursuant to the Securities Guide prior to the
foreclosure or other conversion of any defaulted Qualified Loan.
"Environmental Statute": Any Federal, state or local law,
ordinance, rule or regulation including, but not limited to, the
Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended; the Hazardous Materials Transportation
Act, as amended; the Resource Conservation and Recovery Act, as
amended; and any regulations adopted and publications promulgated
pursuant to each of the foregoing.
"Existing Mortgaged Property": A Mortgaged Property that
is replaced by an Eligible Substitute Mortgaged Property pursuant
to Section 3.02(a).
"Farmer Mac": The Federal Agricultural Mortgage
Corporation, a federally chartered institution of the Farm Credit
System and instrumentality of the United States, or any successor
corporation or entity or Farmer Mac's designee. The term Farmer
Mac, when used to refer to the entity owning the Qualified Loans,
shall also include any entity designated by Farmer Mac to be the
holder of the Qualified Loans.
"Field Servicer": Any Person with whom the Central
Servicer has entered into a Servicing Agreement or any Person who
otherwise is acting as a Field Servicer.
"Field Servicing Fee Rate": As to any Qualified Loan, the
per annum rate identified as the Field Servicing Fee Rate in the
Schedule of Qualified Loans.
"Hazardous Materials": Any flammable explosives,
radioactive materials or any other materials, wastes or
substances defined as hazardous materials, hazardous wastes or
hazardous or toxic substances by any Environmental Statute or by
any Federal, state or local governmental authority having or
claiming jurisdiction over the Mortgaged Property.
"Independent": When used with respect to any specified
Person, such a Person who (i) is in fact independent of the
Seller and the Central Servicer, (ii) does not have any direct
financial interest or any material indirect financial interest in
the Seller or the Central Servicer or in an affiliate thereof,
and (iii) is not connected with the Seller or the Central
Servicer as an officer, employee, promoter, underwriter, partner,
director or person performing similar functions.
"Installment Payment": As to any Qualified Loan and any
Due Date, any payment of principal and/or interest thereon in
accordance with the amortization schedule of such Qualified Loan
(after adjustment for any curtailments occurring prior to the Due
Date but before any adjustment to such amortization schedule by
reason of any bankruptcy or similar proceeding or any moratorium
or similar waiver or grace period).
"Insurance Proceeds": Proceeds paid to Farmer Mac or the
Central Servicer (including any Field Servicer) by any insurer
pursuant to any insurance policy covering a Qualified Loan or
Mortgaged Property, reduced by any expenses incurred by Farmer
Mac or the Central Servicer (including any Field Servicer) in
connection with the collection of such Insurance Proceeds and not
otherwise reimbursed to Farmer Mac or the Central Servicer, such
expenses including, without limitation, legal fees and expenses.
"Insured Expenses": Expenses covered by any insurance
policy covering a Qualified Loan or Mortgaged Property that are
paid by or on behalf of Farmer Mac or the Central Servicer.
"Liquidated Qualified Loan": Any defaulted Qualified
Loan (including any REO Qualified Loan) as to which the Central
Servicer has determined that all amounts it expects to recover
from or on account of such Qualified Loan have been recovered and
have been deposited into the Collection Account.
"Liquidation Expenses": Expenses incurred by or on behalf
of Farmer Mac or the Central Servicer in connection with the
liquidation of any defaulted Qualified Loan, including, without
limitation, legal fees and expenses, brokerage commissions paid
to third parties, any unreimbursed amounts expended by Farmer Mac
or the Central Servicer pursuant to Sections 3.05(a), 3.07(a) and
3.07(e) (to the extent such amounts are reimbursable under the
terms of such Sections) respecting the related Qualified Loan and
any related and unreimbursed expenditures for real estate and
conveyance taxes or for property restoration or preservation.
Liquidation Expenses shall not include any previously incurred
expenses in respect of a defaulted Qualified Loan that have been
netted against related REO Proceeds, and shall not include
Insured Expenses.
"Liquidation Proceeds": Cash (including Insurance
Proceeds) received in connection with the liquidation of
defaulted Qualified Loans and REO Qualified Loans, whether
through trustee's sale, foreclosure sale or otherwise.
"Loan-to-Value Ratio": As of any date, the fraction,
expressed as a percentage, the numerator of which is the
principal balance of the related Qualified Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged Property as of the date of the appraisal
performed in accordance with the Appraisal Standards.
"Mortgage": A mortgage, deed of trust or other instrument
that constitutes a first lien on an interest in real property
securing a Mortgage Note.
"Mortgage File": The legal documents (including the
Mortgage Note, Mortgage, assignment of the Mortgage, evidence of
title to the Mortgaged Property and any additional security
documents) relating to a Qualified Loan.
"Mortgage Note": The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Borrower under a Qualified Loan.
"Mortgage Rate": As to any Qualified Loan, the rate of
interest borne by the related Mortgage Note.
"Mortgage Servicing Documents": The custodial documents,
servicing documents, escrow documents, if any, the original
appraisal, including any updates thereto, which was the basis for
the Appraised Value, and all other documents, records, and tapes
necessary for prudent servicing in accordance with the Central
Servicer's standards for mortgage loan servicing, and such other
papers and documents, tax receipts, insurance policies, insurance
premium receipts, water stock certificates, ledger sheets,
payment records, insurance claim files and correspondence,
foreclosure files and correspondence, current and historical
computerized data files and other papers and records of whatever
kind or description.
"Mortgaged Property": The property securing a Qualified
Loan.
"Net Liquidation Proceeds": As to any Liquidated Qualified Loan,
Liquidation Proceeds net of Liquidation Expenses not theretofore
reimbursed to the Central Servicer.
"Net Mortgage Rate": As to each Qualified Loan, the
Mortgage Rate less the sum of (a) the Servicing Fee Rate and (b)
the Field Servicing Fee Rate.
"Net REO Proceeds": As to any REO Qualified Loan, REO
Proceeds net of any related and otherwise unreimbursed expenses
of the Central Servicer.
"Nonrecoverable Advance": Any portion of a Central
Servicer Advance previously made or proposed to be made in
respect of a Qualified Loan which has not been previously
reimbursed to the Central Servicer and which, in the good faith
judgment of the Central Servicer, will not or, in the case of a
proposed Central Servicer Advance, would not be ultimately
recoverable from future Borrower payments or from Net Liquidation
Proceeds, REO Proceeds or other recoveries in respect of the
related Qualified Loan. The determination by the Central
Servicer that it has made a Nonrecoverable Advance or that any
proposed advance, if made, would constitute a Nonrecoverable
Advance shall be evidenced by a written certification of a
Servicing Officer delivered to Farmer Mac, stating (i) the amount
of such Nonrecoverable Advance and (ii) that the Central Servicer
has determined in good faith that such advance is or would be a
Nonrecoverable Advance in accordance with the terms hereof and
setting forth the reasons therefor.
"Permitted Investments": One or more of the following, but
only to the extent permitted by applicable regulations:
(i) obligations of, or guaranteed as to principal and
interest by, Farmer Mac or the United States or any agency or
instrumentality thereof;
(ii) repurchase agreements on obligations specified
in clause (i), which repurchase agreements will mature not later
than the day preceding the immediately following Remittance Date,
provided that (a) the unsecured short-term obligations of the
party agreeing to repurchase such obligations are at the time
rated not less than A-1 by Standard & Poor's and not less than
Prime-1 by Moody's, (b) such repurchase agreements are effected
with a primary dealer recognized by a Federal Reserve Bank or (c)
such repurchase agreements are secured by obligations specified
in clause (i) above at not less than 102% of market value
determined on a daily basis;
(iii) demand and time deposits in, certificates of
deposit of, or bankers' acceptances maturing in not more than 60
days and issued by, any depository institution or trust company
incorporated under the laws of the United States of America or
any state thereof and subject to supervision and examination by
federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such
investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or,
in the case of a depository institution that is the principal
subsidiary of a holding company, the commercial paper or other
short-term obligations of such holding company) have a rating of
not less than A-1 from Standard & Poor's and a rating of not less
than Prime-1 from Moody's;
(iv) commercial paper (having remaining maturities of
not more than 60 days) of any corporation incorporated under the
laws of the United States or any state thereof, which on the date
of acquisition has been rated not less than A-1 from Standard &
Poor's and not less than Prime-1 by Moody's; and
(v) securities bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the
United States of America or any state thereof if such securities
are rated in the highest long-term unsecured rating categories at
the time of investment or the contractual commitment providing
for such investment by Standard & Poor's and Moody's; provided,
however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the
Collection Account to exceed 10% of the outstanding principal
balance of the Qualified Loans being serviced under this
Agreement (it being understood that the entity directing the
investment shall be responsible for compliance with the foregoing
restriction on investments);
(vi) units of a taxable money-market portfolio rated
"P-1" by Moody's and "AAAm" by Standard & Poor's and restricted
to investments in obligations issued or guaranteed by the United
States of America or entities whose obligations are backed by the
full faith and credit of the United States of America and
repurchase agreements collateralized by such obligations;
(vii) units of a taxable money-market portfolio
restricted to investments which would be `Permitted Investments'
under paragraphs (i) through (vi) of this definition of
`Permitted Investments'; and
(viii) other obligations or securities that are acceptable to
(and specified in writing by) Farmer Mac.
The foregoing is qualified to the extent that no instrument
described above shall be a Permitted Investment if such
instrument evidences either (x) a right to receive only interest
payments with respect to the obligations underlying such
instrument or (y) both principal and interest payments derived
from obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity
at par of such underlying obligations.
"Person": Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
"Principal Prepayment": Any payment (other than an
Installment Payment) or other recovery of principal on a
Qualified Loan that is received in advance of its scheduled Due
Date.
"Principal Prepayment in Full": Any payment received on a
Qualified Loan that is in excess of the installment of principal
and interest due thereon in an amount sufficient to pay the
entire principal balance of such Qualified Loan.
"Purchase Price": With respect to any Qualified Loan to be
purchased on any date pursuant to Section 3.07(g), an amount
equal to the sum of (i) 100% of the unpaid principal balance
thereof as shown on the Schedule of Qualified Loans less any
principal payments made in respect of such Qualified Loan; (ii)
the unpaid accrued interest at the Net Mortgage Rate on the
unpaid principal balance thereof from the Due Date to which
interest was last paid by the Borrower to the next Due Date for
such Qualified Loan; and (iii) if the date of purchase by the
Central Servicer occurs after the Qualified Loan has been
securitized, any Yield Maintenance Amount that would be payable
under the terms of the related Mortgage Note as if a Principal
Prepayment in Full were made on the date of purchase by the
Central Servicer and such Yield Maintenance Amount were
calculated based on interest accruing at the Net Mortgage Rate
less the sum of (x) the Guarantee Fee Rate and (y) the Trustee
Fee Rate (each of the Guarantee Fee Rate and the Trustee Fee Rate
having the meaning given such term in the applicable
securitization documents).
"Qualified Loan Receipts": With respect to any Collection
Period, an amount equal to (a) the sum of (i) the amount
attributable to the Qualified Loans that is on deposit in the
Collection Account as of the close of business on the following
Remittance Date, including Borrower payments, including any
related Central Servicer Advance Requirement, Net REO Proceeds
and Net Liquidation Proceeds and any amount deposited in the
Collection Account after the preceding Remittance Date in respect
of defaulted Qualified Loans purchased by the Central Servicer or
the Seller pursuant to Section 3.07(g) and (ii) any amount on
deposit in the Collection Account on the Due Date(s) in such
Collection Period in respect of the repurchase of any Qualified
Loan repurchased by the seller thereof, reduced by (b) the sum of
(i) any Amount Held for Future Distribution and (ii) all amounts
permitted to be retained by the Central Servicer pursuant to
Section 3.02 or withdrawn by the Central Servicer from the
Collection Account in respect of the Qualified Loans pursuant to
clauses (ii) through (iv), inclusive, of Section 3.04(a).
"Qualified Loans": As defined in the recitals.
"Recourse Obligation": A Mortgage Note that permits the
mortgagee thereunder to seek a deficiency judgment that is
enforceable under applicable state law.
"Remittance Account": The account or accounts established by
Farmer Mac into which the Central Servicer will make deposits on
each Remittance Date.
"Remittance Date": As to any Collection Period, the 15th day (or
if such 15th day is not a Business Day, the next succeeding
Business Day) of the month in which such Collection Period ends.
"REO Account": The account established by the Central
Servicer in which it shall segregate all funds collected and
received in connection with the operation of any REO Qualified
Loans separate and apart from its own funds and general assets
and held in trust for the benefit of Farmer Mac, which shall be
an Eligible Account and may be located in the same account as the
Collection Account, but as to which separate records (or entries)
shall be maintained.
"REO Principal Amortization Amount": With respect to any
REO Qualified Loan for any Remittance Date (other than an REO
Qualified Loan which has a Scheduled Principal Balance of zero),
any amount transferred during the preceding Collection Period to
the REO Account and not allocated pursuant to clauses first and
second of Section 3.07(c).
"REO Proceeds": Proceeds, other than Liquidation Proceeds,
received in respect of any REO Qualified Loan (including, without
limitation, proceeds from the rental of the related Mortgaged
Property).
"REO Property": Any Mortgaged Property that has been
acquired by Farmer Mac (or an assignee of Farmer Mac and as to
which Farmer Mac is the master servicer) by foreclosure, deed-in-
lieu of foreclosure or otherwise.
"REO Qualified Loan": Any Qualified Loan that is not a
Liquidated Qualified Loan and as to which the related Mortgaged
Property is held by Farmer Mac (or an assignee of Farmer Mac and
as to which Farmer Mac is the master servicer).
"Schedule of Qualified Loans": The list of Qualified Loans
the servicing of which has been assigned by Farmer Mac to the
Central Servicer on the applicable Closing Date and attached to
and made part of the Central Servicing Supplement in the form and
containing the information set forth in Attachment I thereto,
which list may be amended from time to time by Farmer Mac and the
Central Servicer. Such schedule, which shall be in hard copy and
in machine readable format to Farmer Mac and the Central Servicer
shall be prepared by Farmer Mac (based on information provided to
Farmer Mac by the seller of the Qualified Loans) and may consist
of multiple reports that collectively set forth all of the
information requested.
"Securities Guide": The publication entitled "Federal
Agricultural Mortgage Corporation Securities Guide," release
dated April 10, 1992, as modified by any guide update or bulletin or
as replaced by any other publication of Farmer Mac identified by
Farmer Mac as a "Servicing Guide."
"Servicing Agreement": An agreement between the Central
Servicer and a Field Servicer providing for the servicing and
administration of some or all of the Qualified Loans by such
Field Servicer. A Servicing Agreement does not relieve the
Central Servicer of any of its duties or obligations under this
Agreement.
"Servicing Fee Rate": As to any Qualified Loan, the per annum
rate identified as the Central Servicing Fee Rate in the Schedule
of Qualified Loans.
"Servicing Officer": Any officer of the Central Servicer
involved in, or responsible for, the administration and servicing
of the Qualified Loans whose name and specimen signature appears
on a list of servicing officers furnished to Farmer Mac by the
Central Servicer on the Closing Date, as such list may from time
to time be amended by delivery of written notice by an existing
Servicing Officer.
"Standard Hazard Insurance Policy": A standard fire
insurance policy with extended coverage, which shall provide
standard coverage against loss by fire, lightning, windstorm,
hail, explosion, riot not attending a strike, civil commotion,
aircraft, vehicles, smoke, vandalism or malicious mischief.
"Yield Maintenance Amount": As to any Qualified Loan, the
amount payable by the Borrower thereunder in connection with a
Principal Prepayment thereof (whether voluntary or involuntary)
or other acceleration by the legal holder thereof upon a default
by such Borrower thereunder, as specified in the Mortgage Note.
ARTICLE II
MORTGAGE SERVICING DOCUMENTS
Section 2.01 Mortgage Servicing Documents. Not later
than each Closing Date, the Central Servicer shall be in
possession of the Mortgage Servicing Documents with respect to
each Qualified Loan. To the extent such Mortgage Servicing
Documents are not in the possession of the Central Servicer, the
Central Servicer will immediately notify Farmer Mac in writing of
the missing documents.
ARTICLE III
CENTRAL SERVICING OF QUALIFIED LOANS
Section 3.01. Central Servicer to Act as Servicer.
(a) Commencing with each Closing Date, the Central
Servicer shall service the Qualified Loans (including REO
Qualified Loans) identified in the related Schedule of Qualified
Loans in conformity with this Agreement and the Securities Guide
as it applies to the Qualified Loans and shall have full power
and authority, acting alone and/or through field servicers as
provided in Section 3.15, to do any and all things which it may
deem necessary or desirable in connection with such servicing.
(b) Without limiting the generality of the foregoing, the
Central Servicer is hereby authorized and empowered by Farmer Mac
when the Central Servicer believes it appropriate, in its best
judgment, but consistent with and subject to the terms of this
Agreement, to execute and deliver, on behalf of Farmer Mac, any
and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable
instruments, with respect to the Qualified Loans and with respect
to the Mortgaged Properties. Farmer Mac shall cause the Central
Servicer to be furnished from time to time with such Powers of
Attorney and other documents necessary or appropriate to enable
the Central Servicer to service and administer the Qualified
Loans upon the request of the Central Servicer. The Central
Servicer shall provide Farmer Mac with the form of any such
Power(s) of Attorney or other document(s) (reasonably acceptable
to Farmer Mac) and Farmer Mac agrees to cause such Power(s) of
Attorney or other documents to be executed and returned promptly
after hard copy receipt thereof by Farmer Mac. Farmer Mac
acknowledges and understands that the Central Servicer may submit
Power(s) of Attorney to Farmer Mac on an annual basis for
recording each year in accordance with local law requirements,
and Farmer Mac agrees to cause such Power(s) of Attorney to be
executed and returned as provided in the preceding sentence.
Section 3.02. Collection of Certain Qualified Loan
Payments; Collection Account.
(a) The Central Servicer shall, consistent with this
Agreement and, to the extent not inconsistent with the Securities
Guide, in accordance with customary industry standards for
agricultural mortgage loan servicing, make reasonable efforts to
collect all payments called for under the terms and provisions of
the Qualified Loans. The Central Servicer may in its discretion
waive, postpone, reschedule, modify or otherwise compromise the
terms of payment of any Qualified Loan so long as any such
waiver, postponement, rescheduling, modification or compromise
shall not be inconsistent with this Agreement, or be consented to
in advance in writing by Farmer Mac. No such arrangement shall
alter or modify the amortization schedule of such Qualified Loan
for purposes of calculating any Central Servicer Advance
Requirement in respect thereof without the prior written consent
of Farmer Mac. In addition, the Central Servicer may in its
discretion permit the substitution of an Eligible Substitute
Mortgaged Property for an Existing Mortgaged Property so long as
the Mortgage Note relating to the Qualified Loan that the
Existing Mortgaged Property secures is a Recourse Obligation.
The Central Servicer may waive, in whole or in part, the
obligation of a Borrower to pay a Yield Maintenance Amount only
with the prior written consent of Farmer Mac.
(b) The Central Servicer shall establish and maintain a
Collection Account in its name for the benefit of Farmer Mac (and
for which Farmer Mac shall bear any costs and expenses incurred
with respect to withdrawals with respect to Remittance Date) in
which the Central Servicer shall deposit as promptly as
practicable following receipt (but in no event later than one (1)
Business Day following receipt) except as otherwise specifically
provided herein or in a Central Servicing Supplement, the
following payments and collections received by it subsequent to
the Cut-Off Date (other than in respect of principal and interest
on the Qualified Loans due on or before the Cut-Off Date):
(i) All payments on account of principal on the Qualified Loans;
(ii) All payments on account of interest on the
Qualified Loans adjusted, in each case, to interest at the
applicable Net Mortgage Rate, except that the portion of any such
payment on account of interest accruing on any delinquent
Installment Payment with respect to which a Central Servicer
Advance is outstanding need not be deposited in the Collection
Account;
(iii) Net Liquidation Proceeds, Net REO Proceeds
and Insurance Proceeds (other than Insurance Proceeds to be
applied to the restoration or repair of the related Mortgaged
Property or released to the Borrower in accordance with the
Central Servicer's normal servicing procedures) net of any
amounts permitted to be withheld by the Central Servicer as
servicing compensation pursuant to Section 3.09 or permitted to
be paid to the Central Servicer pursuant to the last sentence of
Section 3.07(e) and not paid directly by Farmer Mac;
(iv) All proceeds of any Qualified Loans
purchased by the Central Servicer or repurchased by the seller of
such Qualified Loan;
(v) All Yield Maintenance Amounts paid by Borrowers;
(vi) Any deposit required by the second paragraph of
Section 3.05(a); and
(vii) Any late charge or interest on the Qualified
Loans accruing at a default rate related to delinquent
Installment Payments with respect to which no Central Servicer
Advance was made.
Notwithstanding the foregoing, the Central Servicer shall
not be required to deposit and may retain late collections,
including Liquidation Proceeds, Insurance Proceeds and REO
Proceeds to the extent of unpaid Central Servicer Advances and
servicing advances with respect to the related Qualified Loans.
The foregoing requirements for deposit in the Collection Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments or collections
in the nature of late payment charges, assumption fees or other
service charges imposed upon Borrowers in connection with
servicing the Qualified Loans may but need not be deposited by
the Central Servicer in the Collection Account. In the event the
Central Servicer shall deposit in the Collection Account any
amount not required to be deposited therein, it may at any time
withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding.
(c) The Central Servicer shall cause the institution with
which the Collection Account is maintained to invest the funds in
the Collection Account attributable to the Qualified Loans in
those Permitted Investments specified in writing by Farmer Mac
which shall mature in immediately available funds not later than
the day preceding the next Remittance Date and shall not be sold
or disposed of prior to maturity. All earnings and gains
realized from any such investments in the Collection Account
shall be for the benefit of Farmer Mac. The amount of any losses
or expenses incurred in connection with the investment of amounts
in the Collection Account shall be deducted from the amount to be
distributed to Farmer Mac.
(d) The Central Servicer shall give notice to Farmer Mac
of the location of the Collection Account, and of any change in
the location thereof, prior to the use thereof.
Section 3.03. Payment of Taxes, Assessments and Other
Items; Advances by Central Servicer.
(a) The Central Servicer shall use its best efforts to
cause the Borrowers to pay any taxes, assessments, Standard
Hazard Insurance Policy premiums, or other charges with respect
to which the failure to pay would result in a lien on the related
Mortgaged Property by operation of law or comparable items
relating to the Mortgaged Properties.
(b) The Central Servicer shall advance the payments
referred to in subsection (a) that are not timely paid by the
Borrowers on the date when the tax, premium or other cost for
which such payment is intended is due, but the Central Servicer
shall be required so to advance only (x) to the extent necessary,
in the good faith judgment of the Central Servicer, to protect
Farmer Mac against any loss and (y) so long as in the good faith
judgment of the Central Servicer, such advances ultimately would
be recoverable from payments (other than Installment Payments)
made by the Borrower or from Liquidation Proceeds.
Section 3.04. Permitted Withdrawals from the
Collection Account; Maintenance of Accounting Records.
(a) The Central Servicer may, from time to time as
provided herein, make withdrawals from the Collection Account for
the following purposes:
(i) to make distributions to Farmer Mac on each Remittance Date;
(ii) at any time to withdraw any amount deposited in
the Collection Account that was not required to be deposited
therein pursuant to Section 3.02(b);
(iii) to reimburse itself for previously
unreimbursed Central Servicer Advances and servicing advances,
the Central Servicer's right to withdraw amounts pursuant to this
clause (iii) being limited to amounts received on particular
Qualified Loans (including, for this purpose, Borrower payments,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
proceeds from the repurchase of the related Qualified Loan) which
represent late recoveries of Installment Payments respecting
which any such Central Servicer Advance was made; and
(iv) to reimburse itself for any Nonrecoverable
Advance and to pay to an Independent contractor any fee to be
paid or reimbursed by Farmer Mac pursuant to the last sentence of
Section 3.07(e).
(b) The Central Servicer shall keep and maintain or cause
to be kept and maintained separate accounting, on a Qualified
Loan-by-Qualified Loan basis, for the purpose of providing Farmer
Mac or its designee with the information necessary for the
preparation of such reports as may be requested by Farmer Mac.
Section 3.05. Maintenance of Hazard Insurance and
Errors and Omissions and Fidelity Coverage.
(a) The Central Servicer shall cause to be maintained for
each Qualified Loan a Standard Hazard Insurance Policy insuring
against loss or damage to the insurable improvements included in
the Appraised Value in an amount not less than the value assigned
to such improvements in the related appraisal. The Central
Servicer shall also cause to be maintained on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any
Qualified Loan, a Standard Hazard Insurance Policy in an amount
at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.02, any amounts
collected by the Central Servicer under any such policies (other
than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts
released to the Borrower in accordance with the Central
Servicer's normal servicing procedures) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section
3.04. Any cost incurred by the Central Servicer in maintaining
any such insurance shall not, for the purpose of calculating
amounts required to be deposited in the Collection Account, be
added to the amount owing under the Qualified Loan,
notwithstanding that the terms of the Qualified Loan so permit.
Such costs shall be reimbursable to the Central Servicer in
accordance with Section 3.04(a)(iii) as if such costs were
contained in a Central Servicer Advance. It is understood and
agreed that no earthquake or other additional insurance is to be
required of any Borrower or maintained on property acquired in
respect of a Qualified Loan other than pursuant to such laws and
regulations applicable to such Borrower as shall at any time be
in force and as shall require such additional insurance.
If the Central Servicer shall maintain a blanket policy
issued by an insurer having a Moody's financial strength rating
of A3 or higher and insuring against hazard losses on all of the
Qualified Loans, it shall conclusively be deemed to have
satisfied its obligation as set forth in this Section 3.05(a).
Such policy may contain a deductible clause, in which case, if
there shall not have been maintained on the related Mortgaged
Property or acquired property an insurance policy complying with
the first sentence of the first paragraph of this Section
3.05(a), and there shall have been a loss that would have been
covered by such a policy had it been maintained, the Central
Servicer shall be required to deposit from its own funds into the
Collection Account the amount not otherwise payable under the
blanket policy because of such deductible clause.
(b) The Central Servicer shall obtain and maintain at its
own (non-reimbursable) expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and
an errors and omissions insurance policy (which errors and
omissions insurance policy shall provide coverage in accordance
with the Securities Guide) covering the Central Servicer's
officers and employees and other persons acting on behalf of the
Central Servicer in connection with its activities under this
Agreement, except that such policies need not specifically insure
against the acts of Field Servicers, except to the extent the
Field Servicer is receiving payments on Qualified Loans, or
executing documents under a power of attorney granted by the
Central Servicer. In the event that any such required bond or
policy ceases to be in effect, the Central Servicer shall obtain
a comparable replacement bond or policy from an issuer or
insurer, as the case may be, providing such coverage as shall
satisfy the requirements set forth in the Securities Guide.
Coverage of the Central Servicer under a policy or bond obtained
by an Affiliate of the Central Servicer and providing the
coverage required by this Section 3.05(b) shall satisfy the
requirements of this Section 3.05(b).
Section 3.06. Enforcement of Due-on-Sale Clauses; Assumption Agreements.
(a) When any Mortgaged Property is conveyed by the
Borrower, the Central Servicer may, but shall not be required to,
enforce any due-on-sale or due-on-encumbrance clause contained in
any Mortgage Note or Mortgage, in accordance with the provisions
of such Mortgage Note or Mortgage and in the best interests of
Farmer Mac, and may approve the assumption of the Mortgage Note
by the transferee of the Mortgaged Property; provided, however,
that after giving due effect to any such additional encumbrance,
the loan-to-value ratio of the related Qualified Loan is not in
excess of the Loan-to-Value Ratio thereof as of the Cut-Off Date.
(b) In any case in which a Mortgaged Property is to be
conveyed to a Person by a Borrower, and such Person is to enter
into an assumption agreement or substitution agreement or
supplement to the Mortgage Note or Mortgage which requires the
signature of Farmer Mac, or if an instrument of release to be
signed by Farmer Mac is required releasing the Borrower from
liability on the Qualified Loan, the Central Servicer shall
deliver or cause to be delivered to Farmer Mac (or its designee)
for signature the assumption agreement with the Person to whom
the Mortgaged Property is to be conveyed and such substitution
agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms
of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person. The Central Servicer shall
also deliver or cause to be delivered to Farmer Mac with the
foregoing documents a letter explaining the nature of such
documents and the reason or reasons why Farmer Mac's signature is
required. With such letter, the Central Servicer shall deliver
to Farmer Mac a certificate of a Servicing Officer in form
reasonably satisfactory to Farmer Mac certifying that: (i) a
Servicing Officer has examined and approved such documents as to
form and substance, (ii) Farmer Mac's execution and delivery
thereof will not conflict with or violate any terms of this
Agreement; (iii) subsequent to the closing of the transaction
involving the assumption or transfer (A) the Qualified Loan will
continue to be secured by a first mortgage lien pursuant to the
terms of the Mortgage and (B) no material term (including, but
not limited to, the Mortgage Rate, the amount of any Installment
Payment and any term affecting the amount or timing of payment)
of the Qualified Loan will be altered and the term of the
Qualified Loan will not be increased and (iv) if the
seller/transferor of the Mortgaged Property is to be released
from liability on the Qualified Loan, the Central Servicer has
evaluated the creditworthiness of the buyer/transferee and has
determined that if the buyer/transferee were applying for the
Qualified Loan being assumed, such loan would be a Qualified
Loan, and such release will not adversely affect the
collectibility of the Qualified Loan (based on the Central
Servicer's good faith determination). Upon receipt of and in
reliance upon such certificate, Farmer Mac (or its designee)
shall execute any necessary instruments for such assumption or
substitution of liability. Upon the closing of the transactions
contemplated by such documents, the Central Servicer shall cause
the originals of the assumption agreement, the release (if any),
or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to Farmer Mac.
(c) The Central Servicer shall be entitled to approve a
request from a Borrower for the granting of an easement on the
related Mortgaged Property in favor of another Person, any
alteration or demolition of the related Mortgaged Property or
other similar matters if (A) it has determined, exercising its
good faith business judgment in the same manner as it would if it
were the owner of the related Qualified Loan, that (i) the
security for such Qualified Loan would not be materially
adversely affected thereby; (ii) the timely and full
collectibility of such Qualified Loan would not be adversely
affected thereby; and (iii) as a result of such easement,
alteration, demolition orother similar matter, the loan-to-value
ratio would not be in excess of the Loan-to-Value Ratio with
respect to such Qualified Loan as of the Cut-Off Date; and (B) it
follows the requirements and procedures therefor as set forth in
the Securities Guide, if applicable.
Section 3.07. Realization Upon Defaulted Qualified Loans.
(a) (i) Notwithstanding anything to the contrary in this
Agreement, the Central Servicer shall not, on behalf of Farmer
Mac, obtain title to a Mortgaged Property as a result of
foreclosure or otherwise, and shall not otherwise acquire
possession of, or take any other action with respect to, any
Mortgaged Property, if, as a result of any such action, Farmer
Mac would be considered to hold title to, to be a "mortgagee-in-
possession" of, or to be an "owner" or "operator" of, such
Mortgaged Property within the meaning of any Environmental
Statute or a "discharger" or "responsible party" thereunder,
unless the Central Servicer has prepared or caused to be prepared
an Environmental Review Report and obtained any consents in
connection therewith as shall be required by the Securities
Guide. The Central Servicer shall foreclose upon or otherwise
comparably convert the ownership of Mortgaged Properties securing
such of the Qualified Loans as come into and continue in default
and as to which no arrangements consistent with this Agreement
and the Securities Guide have been made for collection of
delinquent payments pursuant to Section 3.02. In connection with
such foreclosure or other conversion, and in connection with any
restoration of any Mortgaged Property after foreclosure or
conversion and before disposal thereof, the Central Servicer
shall follow such practices and procedures as it shall deem, in
its best judgment, necessary or advisable in accordance with
applicable law and as shall be required or permitted by this
Agreement and the Securities Guide. The foregoing is subject to
the proviso that the Central Servicer shall not be authorized to
incur expenses in connection with any foreclosure or conversion,
or towards the restoration of any property, unless it shall
determine in good faith that such conversion, foreclosure and/or
restoration will increase the proceeds of liquidation of the
Qualified Loan to Farmer Mac after reimbursement for the expenses
therefor. In the event that the Central Servicer makes such a
determination, it shall advance any Liquidation Expenses from its
own funds. Any Liquidation Expenses incurred by the Central
Servicer in accordance with the foregoing shall be reimbursable
to the Central Servicer, out of REO Proceeds or Liquidation
Proceeds relating to such Qualified Loan in accordance with
Section 3.04(a)(iii) as if such costs were contained in a Central
Servicer Advance. The Central Servicer shall be entitled to
receive interest on such Liquidation Expenses to the extent such
interest is collected under the terms of the related Mortgage
Note; provided, however, that, the Central Servicer shall only be
entitled to such interest after an aggregate amount equal to the
sum of (i) the outstanding principal balance of the related
Qualified Loan; (ii) interest accrued and unpaid on such
Qualified Loan at the applicable Net Mortgage Rate; and (iii) any
applicable Yield Maintenance Amount has been deposited in the
Remittance Account with respect to such Qualified Loan.
(ii) If the Environmental Review Report discloses
any adverse information with respect to any Mortgaged Property or
if any questions required to be answered in the Environmental
Review Report cannot be answered, the Central Servicer shall
either (x) recommend to Farmer Mac in writing that foreclosure,
trustee's sale or a deed-in-lieu of foreclosure should be delayed
or abandoned, stating the reasons for the Central Servicer's
conclusions and attaching a copy of Part I of the Environmental
Review Report or (y) conduct Phase II of an Environmental Review
(as such terms are defined in the Securities Guide).
(iii) If the Environmental Review Report or
Phase II of the Environmental Review discloses the presence,
disposal, escape, seepage, leakage, spillage, discharge,
emission, release or threatened release of any Hazardous
Materials on, from or affecting the Mortgaged Property and if the
cost of eliminating such Hazardous Materials exceeds the
potential recovery upon liquidation of the related Qualified Loan
the Central Servicer shall not allow such Qualified Loan to
become an REO Qualified Loan and shall take such action as it
deems to be in the best interest of Farmer Mac, including, if the
Central Servicer deems it so appropriate, and after making
reasonable efforts to locate a purchaser, the release of all or a
portion of the lien of the related Mortgage.
(b) In the event that title to any Mortgaged Property is
acquired for the benefit of Farmer Mac (or Farmer Mac's assignee
or designee) in foreclosure, by delivery of a deed-in-lieu of
foreclosure or otherwise, the named grantee of the deed or
certificate of sale shall be "First Trust National Association,
as Custodian/Trustee" or such successor custodian/trustee as
identified by Farmer Mac. The Central Servicer, on behalf of
Farmer Mac, shall use its best efforts to dispose of any REO
Property in a reasonably expeditious manner and otherwise in
accordance with any applicable Environmental Statute.
(c) The Central Servicer shall separately account for all
funds collected and received in connection with the operation of
any REO Property in the REO Account. The aggregate of the
amounts deposited in the REO Account during a Collection Period
in respect of an REO Property pursuant to this Section shall be
allocated first to all amounts payable to the Central Servicer
with respect to such REO Property or the related Qualified Loan
pursuant to this Section and remaining unpaid, second to all
interest accrued and unpaid thereon from the last date to which
interest was paid by the Borrower (or deemed to have been paid
through previous applications to interest pursuant to this clause
second) and third to any REO Principal Amortization Amount.
Interest and earnings on funds deposited in the REO Account shall
accrue to the benefit of Farmer Mac.
(d) The Central Servicer shall have full power and
authority, subject only to the specific requirements and
prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the
manner in which the Central Servicer manages and operates similar
property owned by the Central Servicer or any of its Affiliates,
all on such terms and for such period as the Central Servicer
deems to be in the best interests of Farmer Mac. In connection
therewith, the Central Servicer shall deposit, or cause to be
deposited, on a daily basis in the REO Account all revenues
received by it with respect to the related REO Property and shall
withdraw therefrom funds necessary for the proper operation,
management and maintenance of the related REO Property including:
(i) all insurance premiums due and payable in respect of any
REO Property;
(ii) all real estate taxes and assessments in respect of any REO
Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain and operate
such REO Property.
To the extent that amounts on deposit in the REO Account
are insufficient for the purposes set forth in (i) through (iii)
above with respect to any REO Property, the Central Servicer
shall advance from its own funds such amount as is necessary for
such purposes if, but only if, the Central Servicer would make
such advances if the Central Servicer owned such REO Property and
if, in the Central Servicer's good faith business judgment, the
payment of such amounts will be recoverable from the operation or
sale of that REO Property.
(e) The Central Servicer on behalf of Farmer Mac may
contract with any Independent contractor for the operation and
management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be
inconsistent with the terms of this Agreement;
(ii) any such contract shall require, or shall
be administered to require, that the Independent contractor pay
all costs and expenses incurred in connection with the operation
and management of such REO Property, including those listed
above, and remit all related revenues (net of such costs and
expenses) to the Central Servicer as soon as practicable, but in
no event later than thirty days following the receipt thereof by
such Independent contractor;
(iii) none of the provisions of this Section 3.07(e)
relating to any such contract or to actions taken through any
such Independent contractor shall be deemed to relieve the
Central Servicer of any of its duties and obligations to Farmer
Mac with respect to the operation and management of any such REO
Property; and
(iv) the Central Servicer shall be obligated with
respect thereto to the same extent as if it alone were performing
all duties and obligations in connection with the operation and
management of such REO Property.
The Central Servicer shall be entitled to enter into any
agreement with any Independent contractor performing services for
it related to its duties and obligations hereunder for
indemnification of the Central Servicer by such Independent
contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. The Central Servicer
(provided it act as an independent contractor with respect to
properties held by other entities) or any Independent contractor
shall be entitled to a fee, based on the prevailing market rate
(determined after consultation with Farmer Mac), for the
operation and management of any REO Property. If such fee is not
covered by gross revenues from the related REO Property, the
Central Servicer or other Independent contractor shall be paid by
Farmer Mac for all fees owed it.
(f) On or before each Remittance Date, the Central
Servicer shall withdraw from the REO Account and deposit into the
Collection Account Net REO Proceeds received or collected during
the related Collection Period less amounts reasonably anticipated
to be needed to pay recurring expenses relating to REO Properties
in the next twelve months.
(g) Notwithstanding anything in this Agreement to the
contrary, the Central Servicer shall have the right but not the
obligation to purchase any Qualified Loan from Farmer Mac at such
time as such Qualified Loan comes into and continues in default
for a period of at least 90 days. If the Central Servicer
exercises its right so to purchase, the Central Servicer shall
deposit the Purchase Price with respect to such defaulted
Qualified Loan into the Collection Account not later than the
Remittance Date next succeeding the Collection Period during
which the Central Servicer notifies Farmer Mac of its intention
to purchase such defaulted Qualified Loan.
(i) If applicable state law permits an action for a
deficiency judgment, the Central Servicer shall have the right to
determine whether to seek a deficiency judgment or enforce any
applicable additional security documents following foreclosure,
exercising its good faith business judgment in the same manner as
it would if it had been the owner of the related Qualified Loan.
(j) The Central Servicer shall neither be required to
take nor to omit to take any action in any case where such action
or omission, in its good faith business judgment, would cause it
to be liable under an Environmental Statute. If the Central
Servicer determines that any action or omission would so subject
it to such liability, it shall promptly notify Farmer Mac.
Section 3.08. Farmer Mac to Cooperate; Release of Mortgage Files.
(a) Upon receipt of the payment in full of any Qualified
Loan, or upon the receipt by the Central Servicer of a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Central Servicer shall
immediately notify Farmer Mac (or its designee) by a
certification of a Servicing Officer in form reasonably
acceptable to Farmer Mac (which certification shall include a
statement to the effect that all amounts received or to be
received in connection with such payment required to be deposited
in the Collection Account pursuant to Section 3.02 have been or
will be so deposited) and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request,
Farmer Mac shall cause the related Mortgage File to be released
to the Central Servicer and the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such
instrument releasing or reassigning the lien of the Mortgage
prepared by the Central Servicer, together with the Mortgage Note
with written evidence of cancellation thereon to be executed and
delivered to the Central Servicer. Farmer Mac shall cause the
Mortgage File to be released and such other documents or
instruments in accordance with this Section 3.08 to be executed
and delivered promptly (generally within 2 Business Days) after
receipt by Farmer Mac of the foregoing request. No expenses
incurred in connection with recording any instrument of
satisfaction or deed of reconveyance shall be chargeable to the
Collection Account.
(b) From time to time as is appropriate for the servicing
or foreclosure of any Qualified Loan, Farmer Mac shall cause the
related Mortgage File or any document therein to be delivered to
the Central Servicer upon Farmer Mac's receipt of a request for
release (in form satisfactory to Farmer Mac) from the Central
Servicer requesting delivery of such file or document. Farmer
Mac shall cause such release promptly (generally within 2
Business Days after receipt by Farmer Mac of the foregoing
request for release. The Central Servicer shall return each
Mortgage File or any document therein so released to Farmer Mac
when the need therefor by the Central Servicer no longer exists,
unless (i) the Qualified Loan has been liquidated and the
Liquidation Proceeds relating to the Qualified Loan have been
deposited in the Collection Account or (ii) the Mortgage File or
such document has been delivered to any attorney, or to a public
trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for
the foreclosure of the Mortgaged Property either judicially or
nonjudicially, and the Central Servicer has delivered to Farmer
Mac a certificate of a Servicing Officer certifying as to the
name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Qualified Loan,
Farmer Mac shall cause the request for release with respect
thereto to be delivered to the Central Servicer upon deposit of
the related Liquidation Proceeds in the Collection Account and
the Central Servicer's request for delivery of the request for
release.
(c) Farmer Mac shall cause the execution and delivery to
the Central Servicer of any court pleadings, requests for
trustee's sale or other documents prepared by the Central
Servicer and necessary to the foreclosure or Farmer Mac's sale,
bankruptcy sale or work out settlement in respect of a Mortgaged
Property or to any legal action brought to obtain judgment
against any Borrower on the Mortgage Note, Mortgage or Additional
Collateral Documents or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage
Note, Mortgage or Additional Collateral Documents or otherwise
available at law or in equity. Together with such documents or
pleadings, the Central Servicer shall deliver to Farmer Mac a
certificate of a Servicing Officer requesting that such pleadings
or documents be caused to be executed by Farmer Mac and
certifying as to the reason such documents or pleadings are
required and that the execution and delivery thereof will not
invalidate any insurance coverage under any required insurance
policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
Section 3.09. Servicing and Other Compensation.
(a) The Central Servicer, as compensation for its
activities and obligations hereunder, shall be entitled to
withhold (i) from each payment on account of interest on a
Qualified Loan (x) the amount of interest calculated at the
Servicing Fee Rate to the extent, if any, that the interest
component of the payment received is in excess of interest
calculated at the Net Mortgage Rate and (y) the amount, if any,
of each such payment representing interest accruing on any
delinquent Installment Payment with respect to which a Central
Servicer Advance has been made by and not reimbursed to the
Central Servicer, (ii) from Net REO Proceeds, the amount, if any,
by which the portion thereof allocable to interest is in excess
of interest at the Net Mortgage Rate but not to exceed interest
at the Servicing Fee Rate for the period deemed to be covered
thereby, and (iii) from Net Liquidation Proceeds the amount, if
any, by which such Net Liquidation Proceeds are in excess of the
sum of (x) the unpaid principal balance of the related Qualified
Loan together with accrued and unpaid interest thereon at the Net
Mortgage Rate to the date of the final liquidation thereof and
(y) any applicable Yield Maintenance Amount, but not in excess of
interest calculated at the Servicing Fee Rate from the date of
the last payment of fees to the Central Servicer with respect to
each related Liquidated Qualified Loan. The Central Servicer
shall also be entitled to additional servicing compensation in
the form of assumption fees, late payment charges, interest
calculated at a penalty rate (but only with respect to
Installment Payments for which a Central Servicer Advance is
outstanding) and other service charges imposed upon Borrowers in
connection with servicing the Qualified Loans.
(b) The Central Servicer shall be required to pay all
expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided in this Agreement or the
applicable Central Servicing Supplement.
Section 3.10. Access to Certain Documentation Regarding
the Qualified Loans.
(a) Upon the prior written request of Farmer Mac received
reasonably in advance, the Central Servicer shall provide
reasonable access to representatives of Farmer Mac (including its
assignee or designee) to documentation regarding the Qualified
Loans during normal business hours at the offices of the Central
Servicer designated by it. The Central Servicer shall permit
such representatives to photocopy any such documentation and
shall provide equipment for that purpose. The Central Servicer
shall forward to Farmer Mac such reports as may be required by
Farmer Mac with respect to delinquent Qualified Loans, which
reports shall include information broken down by aging of
delinquency, specifying the Qualified Loans included in each
category.
(b) The Central Servicer shall maintain or cause to be
maintained adequate books and records pertaining to each
Qualified Loan serviced hereunder including, but not limited to,
copies of all Mortgage Servicing Documents and any additional
documentation customarily contained in an agricultural loan
servicing file. The Central Servicer agrees that such documents
shall be maintained until the earlier of (a) seven years after
the maturity of the Qualified Loan; and (b) the date such
documentation is transferred to a successor servicer that shall
have assumed the Central Servicer's responsibilities and
obligations in accordance with this Agreement. Such
documentation may be in the form of microfilm, microfiche, ledger
cards, magnetic media or other "machine readable" records, or any
combination thereof.
Section 3.11. Annual Statement as to Compliance. The
Central Servicer will deliver to Farmer Mac, on or before
March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-Off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review
of the activities of the Central Servicer during the preceding
calendar year and of its performance under this Agreement has
been made under such officer's supervision; (ii) to the best of
such officer's knowledge, based on such review, the Central
Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof; and
(iii) with respect to each Mortgaged Property, except as
identified in writing to Farmer Mac, all Hazard Insurance
Premiums, assessments, taxes and other charges that may become
liens having precedence over the related Mortgage have been paid
current.
Section 3.12. Submission of Independent Public
Accountants' Reports.
(a) Within 120 days after the close of each fiscal year
of the Central Servicer, beginning with the fiscal year ending
in 1996, the Central Servicer shall deliver to Farmer Mac a copy
of the report of Independent accountants respecting the Central
Servicer's, or the Central Servicer's parent corporation's,
consolidated financial statements for the preceding fiscal year.
(b) On or before September 1 of each year, beginning
September 1, 1997, the Central Servicer shall cause a firm of
Independent accountants (who may also render other services to
the Central Servicer) to furnish an agreed upon procedures report
to Farmer Mac indicating that such firm has performed the
procedures set forth as Exhibit A hereto and detailing any
findings. Notwithstanding the foregoing, the Central Servicer
shall cause such reports to be delivered at such less frequent
as Farmer Mac, in its sole discretion, consents to in writing.
Section 3.13. Inspections of the Mortgaged
Properties. The Central Servicer shall cause each Mortgaged
Property to be physically inspected at least annually to
determine that (a) the Mortgaged Property has not been abandoned
and (b) the agricultural activities conducted thereon appear to
be conducted in accordance with customary and reasonable farming
practices. Such inspections shall be conducted (i) at no expense
to Farmer Mac, (ii) by a Person knowledgeable regarding good
farming practices for the agriculture being conducted on the
Mortgaged Property and (iii) during the production season for the
particular type of agricultural product being produced thereon.
If either of the foregoing conditions set forth in clauses (a)
and (b) above is not present with respect to any Mortgaged
Property, the Central Servicer shall promptly notify Farmer Mac
and shall take such action with respect thereto as may be
permitted by the related Mortgage and as may be reasonably
determined by the Central Servicer to be in the best interests of
Farmer Mac.
Section 3.14. Partial Releases. At the request of a
Borrower, the Central Servicer may release a portion of any
Mortgaged Property from the lien of the related Mortgage provided
that: (i) the remaining portion of the Mortgaged Property is
reappraised by an appraiser in accordance with the Appraisal
Standards, (ii) the Borrower makes a prepayment in part (and pays
any applicable Yield Maintenance Amount), if necessary, such that
the loan-to-value ratio of the remaining principal amount of the
related Qualified Loan outstanding after such partial prepayment
to the reappraised value of the remaining portion of the
Mortgaged Property is no greater than the maximum loan-to-value
ratio provided for similar loans in the Securities Guide, (iii)
the cash flow from the remaining portion of the Mortgaged
Property is sufficient to service the remaining indebtedness
under the related Mortgage Note, and (iv) the Central Servicer
delivers to Farmer Mac prior to any such partial release a
Servicing Officer's certificate certifying that such partial
release meets the foregoing conditions of this Section 3.14 and,
subsequent to such partial release, a copy of the executed
partial release with appropriate recording information noted
thereon. At the Borrower's request, the Central Servicer will
reschedule the repayment of the remaining payments on the
Qualified Loan to provide for the amortization of the remaining
principal balance of the Qualified Loan, after taking into
account the prepayment related to the partial release, over the
remaining term of the Qualified Loan. Any prepayments (and any
applicable Yield Maintenance Amounts) received by the Central
Servicer pursuant to a partial release shall be deposited in the
Collection Account and the prepayments shall be treated for all
purposes of this Agreement as partial prepayments on the
Qualified Loans.
Section 3.15. Servicing Agreements between Central
Servicer and Field Servicers. The Central Servicer may enter
into Servicing Agreements with Field Servicers who satisfy the
requirements set forth in the Securities Guide for a portion of
the servicing of some or all of the Qualified Loans. References
in this Agreement to actions taken or to be taken by the Central
Servicer in servicing the Qualified Loans include actions taken
or to be taken by a Field Servicer on behalf of the Central
Servicer. Each Servicing Agreement will be upon such terms and
conditions as are permitted by the Securities Guide and are not
inconsistent with this Agreement and as the Central Servicer and
the Field Servicer have agreed. The Central Servicer and the
Field Servicer may enter into amendments thereto or different
forms of Servicing Agreements and nothing herein shall be deemed
to limit in any respect the discretion of the Central Servicer to
modify or enter into different Servicing Agreements; provided,
however, that any such amendments or different forms shall not
violate the provisions of this Agreement or the Securities Guide.
Section 3.16. Successor Field Servicers. The Central
Servicer shall be entitled to terminate any Servicing Agreement
in accordance with the terms and conditions of such Servicing
Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any
Servicing Agreement by the Central Servicer or the Field
Servicer, the Central Servicer shall either act as Field Servicer
of the related Qualified Loan or enter into a Servicing Agreement
with a successor Field Servicer which will be bound by the terms
of a Servicing Agreement entered into with such successor Field
Servicer. The Central Servicer shall notify Farmer Mac of any
termination of any Field Servicer.
Section 3.17. Liability of the Central Servicer.
Notwithstanding any Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the
Central Servicer or a Field Servicer or reference to actions
taken through a Field Servicer or otherwise, the Central Servicer
shall remain obligated and liable to Farmer Mac for the servicing
of the Qualified Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability
by virtue of such Servicing Agreements or arrangements or by
virtue of indemnification from the Field Servicer and to the same
extent and under the same terms and conditions as if the Central
Servicer alone were servicing and administering the Qualified
Loans. For purposes of the foregoing, amounts received by a
Field Servicer in connection with a Qualified Loan or REO
Property shall be deemed to have been received by the Central
Servicer. The Central Servicer shall be entitled to enter into
any agreement with a Field Servicer for indemnification of the
Central Servicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.
Section 3.18. No Contractual Relationship Between
Field Servicer and Farmer Mac . Any Servicing Agreement that may
be entered into and any other transactions or services relating
to the Qualified Loans involving a Field Servicer in its capacity
as such shall be deemed to be between the Field Servicer and the
Central Servicer alone. Farmer Mac shall not be deemed a party
thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Central Servicer or any Field
Servicer under such Servicing Agreements except as set forth in
Section 3.19.
Section 3.19. Assumption or Termination of Servicing
Agreements by Farmer Mac.
(a) In the event that the Central Servicer shall for any
reason no longer be acting as such hereunder (including by reason
of an Event of Default) and Farmer Mac or its designee shall have
assumed the duties of the Central Servicer, Farmer Mac or such
designee may, at Farmer Mac's sole discretion, thereupon assume
all of the rights and obligations of the Central Servicer under
each Servicing Agreement that may have been entered into. Each
Servicing Agreement shall contain provisions allowing Farmer Mac
to rescind such agreement without penalty in the event the
Central Servicer shall no longer be acting as such. Farmer Mac,
its designee or the successor servicer for Farmer Mac shall be
deemed to have assumed all of the Central Servicer's interest
therein and to have replaced the Central Servicer as a party to
each Servicing Agreement to the same extent as if such agreement
had been assigned to the assuming party, except that the Central
Servicer shall not thereby be relieved of any liability or
obligations under any Servicing Agreement which arose prior to
the date each Servicing Agreement is deemed so assigned and
assumed.
(b) The Central Servicer shall, upon request of Farmer Mac
but at the expense of the Central Servicer: (i) deliver to the
assuming party all documents and records held by the Central
Servicer relating to each Servicing Agreement and the Qualified
Loans then being serviced and an accounting of amounts collected
and held by it; (ii) prepare, execute and deliver all documents
and instruments and take all actions reasonably requested by
Farmer Mac or its designee to effect the succession by Farmer Mac
or its designee hereunder and the transfer of each Servicing
Agreement to the assuming party; and (iii) and otherwise use its
best efforts to effect the orderly and efficient succession
hereunder and transfer of each Servicing Agreement to the
assuming party.
ARTICLE IV
PAYMENTS TO FARMER MAC AND REPORTS
Section 4.01. Central Servicer's Report; Remittance
Reconciliation Report; Loan Servicing Report.
(a) Not later than the third Business Day of each calendar
month, the Central Servicer shall deliver to Farmer Mac and
Farmer Mac's designee, a Central Servicer's Report. Such Central
Servicer's Report shall be in a machine-readable format in
accordance with the tape specifications and other requirements
set forth in Exhibit C hereto or in such other format or conform
to such other specifications or requirements as Farmer Mac and
the Central Servicer may agree.
(b) In addition to the information required under Section
4.01(a), the Central Servicer's Report shall contain such
information as is reasonably requested by Farmer Mac, including,
but not limited to the information described below.
(i) a listing of all previously unadvanced
Installment Payments (with the interest components thereof
adjusted to interest at the related Net Mortgage Rates) on the
Qualified Loans due on or prior to the preceding Due Date that
were delinquent on the preceding Remittance Date;
(ii) Central Servicer Advances made on the preceding
Remittance Date;
(iii) the compensation retained by the Central
Servicer with respect to the previous Collection Period, itemized
by category (e.g., type of fees);
(iv) the amount of reimbursement for Central Servicer
Advances withdrawn from the Collection Account during the
preceding Collection Period;
(v) an itemization of unreimbursed Central Servicer
Advances (exclusive of Nonrecoverable Advances) as of the
preceding Due Date;
(vi) an itemization of any Central Servicer Advances which
became Nonrecoverable Advances during the previous Collection
Period;
(vii) a reconciliation of each custodial account (e.g., any
Collection Accounts and REO Accounts) for the second preceding
Collection Period;
(viii) a reconciliation of Scheduled Balances
to actual balances of the Qualified Loans; and
(xi) such other information as Farmer Mac may from time to time
request.
(c) On or before the tenth day of each calendar month (or if
such tenth day is not a Business Day, the next succeeding
Business Day), the Central Servicer will provide to Farmer Mac
and its designee a Loan Servicing Report substantially in the
form of Exhibit D hereto, which Loan Servicing Report will
provide information (including proposed remedial action to be
taken by the Central Servicer) with respect to: Qualified Loans
which have been identified by Farmer Mac as "watch-listed" loans;
delinquent Qualified Loans; Qualified Loans in foreclosure; REO
Qualified Loans; and bankruptcy proceedings involving Borrowers.
(d) On a timely basis each month, the Central Servicer shall
prepare, and make available to Farmer Mac or its designee upon
request, a remittance reconciliation report.
Section 4.02. Remittance Account.
(a) On or before the Closing Date, Farmer Mac shall
establish the Remittance Account and provide the Central Servicer
with information concerning its location. The Central Servicer,
on or before 10:00 A.M. Central Servicer's local time on each
Remittance Date, shall deposit in same day funds an amount equal
to the Qualified Loan Receipts for the preceding Collection
Period.
Section 4.03. Reports of Foreclosures and Abandonment
of Mortgaged Property.
(a) Each year, beginning in 1997, the Central Servicer
shall make the reports of foreclosures and abandonments of any
Mortgaged Property required by Section 6050J of the Internal
Revenue Code and provide copies of such reports to Farmer Mac.
In order to facilitate this reporting process, the Central
Servicer, on or before the date required by law, shall provide to
the Internal Revenue Service and Farmer Mac reports relating to
each instance occurring during the previous calendar year in
which the Central Servicer (i) on behalf of Farmer Mac acquires
an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a
Qualified Loan, or (ii) knows or has reason to believe that a
Mortgaged Property has been abandoned. The reports from the
Central Servicer shall be in form and substance sufficient to
meet the reporting requirements imposed by such Section 6050J.
(b) Within 30 days after disposition of any REO Property,
the Central Servicer shall provide to Farmer Mac a statement of
accounting for the related Mortgaged Property and REO Account,
including without limitation (i) each category of deposit to,
withdrawal from and investment earnings within such REO Account,
(ii) the loan number of the related Qualified Loan, (iii) the
date such Qualified Loan became a REO Qualified Loan by
foreclosure, or by deed in lieu of foreclosure or otherwise, (iv)
the date of such disposition, (v) the gross sales price and the
related selling and other expenses, (vi) accrued interest,
calculated from the date of acquisition to the disposition date,
and (vii) such other information as Farmer Mac may reasonably
request.
ARTICLE V
DEFAULT
Section 5.01. Events of Default. Event of Default,
wherever used herein, means one of the following events:
(i) the Central Servicer shall fail to make any
deposit (A) to the Remittance Account required by Section 4.02 or
(B) to the Collection Account required by Section 3.02(a) and
such failure shall continue unremedied for a period of one
Business Day after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given
to the Central Servicer by Farmer Mac (or Farmer Mac's designee);
or
(ii) the Central Servicer shall fail to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Central Servicer contained in this
Agreement and such failure shall continue unremedied for a period
of 30 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given
to the Central Servicer by Farmer Mac; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Central Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 90 days; or
(iv) the Central Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities, or similar proceedings of, or relating to, the
Central Servicer or of, or relating to, all or substantially all
of the property of the Central Servicer; or
(v) the Central Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Central Servicer shall fail at any time to
meet Farmer Mac's standards for eligible agricultural real estate
mortgage central servicers so that, in Farmer Mac's sole
discretion, the Central Servicer's ability to comply with this
Agreement, any Central Servicing Supplement or the Securities
Guide within a reasonable period of time is adversely affected;
or
(vii) a court of competent jurisdiction shall have
found that the Central Servicer or any of its principal officers
has committed an act of civil fraud or the Central Servicer or
any of its principal officers shall have been convicted of any
criminal act related to the Central Servicer's lending or
mortgage selling or servicing activities or that, in Farmer Mac's
sole discretion, adversely affects the Central Servicer's
reputation or Farmer Mac's reputation or interests.
If an Event of Default shall occur, then, and in each and
every case, so long as such Event of Default shall not have been
remedied, Farmer Mac may, by notice in writing to the Central
Servicer, terminate all of the rights and obligations of the
Central Servicer under this Agreement and in and to the Qualified
Loans and the proceeds thereof; provided, that any liability of
the Central Servicer under this Agreement arising prior to such
termination shall survive such termination. On or after the
receipt by the Central Servicer of such written notice, all
authority and power of the Central Servicer under this Agreement
shall pass to and be vested in Farmer Mac; and, without
limitation, Farmer Mac is hereby authorized and empowered to
execute and deliver, on behalf of the Central Servicer, as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or
assignment of the Qualified Loans and related documents, or
otherwise. If an Event of Default shall occur and be continuing,
the Central Servicer agrees to cooperate with Farmer Mac in
effecting the termination of the Central Servicer's
responsibilities and rights hereunder, including, without
limitation, the transfer to Farmer Mac (or its designee) for
administration by it of all cash amounts which shall at the time
be on deposit in the Collection Account or the REO Account or
thereafter be received with respect to the Qualified Loans, the
delivery to Farmer Mac (or its designee) of all documents and
records requested by it to enable it to assume the Central
Servicer's obligations hereunder and the reconciliation of all of
the Qualified Loans, the Collection Account and the REO Account,
all at the cost of the Central Servicer. Farmer Mac or its
designee shall pay over to the Central Servicer that portion of
any future proceeds of the Qualified Loans, which, if the Central
Servicer were at the time acting hereunder, it would be permitted
to receive in consideration of, or in reimbursement for, previous
services performed, or advances made, by it, net of any amounts
owing from the Central Servicer to Farmer Mac.
ARTICLE VI
MISCELLANEOUS
Section 6.01 Central Servicing Supplements. A Central
Servicing Supplement identifying the Qualified Loans to be
assigned to the Central Servicer for servicing on each Closing
Date and establishing the terms of such servicing shall be
substantially in the form annexed hereto as Exhibit B (with such
changes thereto as Farmer Mac and the Central Servicer shall
agree to), shall have attached thereto a Schedule of Qualified
Loans dated as of the date thereof and shall be executed by
Farmer Mac and the Central Servicer as of the related Closing
Date. Each Central Servicing Supplement shall identify and
relate only to the particular Qualified Loans identified in the
attached Schedule of Qualified Loans. Such Schedule of Qualified
Loans shall list all Qualified Loans assigned to the Central
Servicer for servicing on and after the related Closing Date and
shall show as to each Qualified Loan the information provided for
in Attachment 1 to Exhibit B hereto. The Central Servicing
Supplement together with this Master Central Servicing Agreement
shall constitute the Central Servicing Agreement with respect to
the related Qualified Loans.
Section 6.02 No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of Farmer Mac,
any right, remedy, power or privilege hereunder, shall operate as
a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive or
any rights, remedies, powers or privileges provided by law.
Section 6.03 Counterparts. This Agreement may be executed in
any number of separate counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same
instrument.
Section 6.04 Governing Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, FEDERAL LAW. TO
THE EXTENT FEDERAL LAW INCORPORATES STATE LAW, THAT STATE LAW
SHALL BE THE LAWS OF THE STATE OF NEW YORK.
Section 6.05 Notices. All notices, requests, demands, waivers
and other communications required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have
been duly given (a) when delivered by hand, (b) two business days
after it is mailed, certified or registered, return receipt
requested, with postage prepaid, (c) when sent by telex, telegram
or telecopy (with receipt confirmed) or (d) one business day
after it is sent by Express Mail, FedEx or other express delivery
service, as follows:
(a) if to the Central Servicer, to it at:
[Central Servicer]
[Address]
Attention:
Telecopy Number:
(b) if to Farmer Mac, to it at:
Federal Agricultural Mortgage Corporation
919 Eighteenth St., N.W.
Suite 200
Washington, DC 20006
Attention: Vice President - Mortgage-Backed Securities
Telecopy Number: 202-872-7713
or to such other persons, addresses and telecopier numbers as a
party shall specify as to itself by notice in writing to the
other party.
Section 6.06 Survival and Termination of Agreement. All
covenants, agreements, representations and warranties made herein
and in any certificate, document or statement delivered pursuant
hereto or in connection herewith shall survive the execution and
delivery of this Agreement until the later of the receipt by
Farmer Mac or its assignee of payment in full in respect of all
Qualified Loans and the satisfaction of all of the Mortgages.
Section 6.07 Entire Agreement. This Agreement (which, for
this purpose, includes the Central Servicing Supplement) sets
forth the entire agreement of the parties hereto with respect to
its subject matter, and supersedes all previous understandings,
written or oral, with respect thereto.
Section 6.08 Waiver of Jury Trial. The Central Servicer and
Farmer Mac hereby irrevocably and unconditionally waive trial by
jury in any legal action or preceding relating to this Agreement
or the Central Servicing Supplement.
Section 6.09 Severability. Any provision of this Agreement or
the Central Servicing Supplement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such
prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or thereof or
affecting the validity, enforceability or legality of any such
provision in any other jurisdiction.
Section 6.10 Assignability. Except as herein contemplated,
neither this Agreement nor the Central Servicing Supplement shall
be assigned by either of the parties hereto without the prior
written consent of the other party; provided, however, that
Farmer Mac may assign this Agreement to any affiliate of Farmer
Mac or the holder of the Qualified Loans without prior notice or
consent of the Central Servicer.
Section 6.11 Third Party Beneficiaries. Any assignee or
designee of Farmer Mac, including an assignee holding the
Qualified Loans for the benefit of holders of securities
guaranteed by Farmer Mac, is a third party beneficiary to this
Agreement and the Central Servicing Supplement entitled to
enforce any representations and warranties, indemnities and
obligations of the parties. Except as otherwise provided, the
parties to this Agreement hereby manifest their intent that no
third party other than such assignee or designee, including an
assignee for the benefit of such holders of securities, shall be
deemed a third party beneficiary of this Agreement or the Central
Servicing Supplement, and specifically that the Borrowers are not
third party beneficiaries of this Agreement or the Central
Servicing Supplement.
IN WITNESS WHEREOF, Farmer Mac and the Central Servicer
have caused their names to be signed hereto by their respective
officers, duly authorized and their respective corporate seals,
duly attested, to be hereunto affixed, all as of the 1st day of
June, 1996.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By: __________________________________________
Name: Henry D. Edelman
Title: President and Chief Executive Officer
[CENTRAL SERVICER]
By: _________________________________________
Name:
Title: